On the Catwalk AGAIN!
by Kyoko Kasshu Minamino
Summary: Back by popular demand, the revamped version of On the Catwalk. Dana asks the impossible of Max: to break up with Terry for her. What can a poor best friend do? Also, Terry and Max get assigned a modeling class. Mixed feelings ensue. TM
1. And So it Begins

On the Catwalk 

Chapter 1

A/N:O OMG. It's that fic Kyoko wrote that was really popular until she saw something shiny and forgot about it. Shiny things are very distracting, yes they are.

Ahem. Anyway, thanks to one reviewer whose objects hit me in the head, I have decided to start over. Brand new. No more disappointment. I swear. (shifty eyes)

So. The New and Improved _On the Catwalk_. I don't own Batman Beyond…well, not the franchise. I own the series, though, because I totally PWN. Enjoy.

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"Square root of 59, 049?"

"…What's this week again?"

I rolled my eyes, glancing up from the textbook to glare at him.

"You didn't answer my question."

Terry grinned at me, rolling onto his back and tucking his hands behind his head. The bed pitched under his weight and I shifted a bit, moving my numb leg out from under my butt.

"Career Week, isn't it?"

Sighing, I unscrewed the cap to my Dr. Pepper and took a swig. I had been trying to reeducate Terry on everything he'd missed in Statistics for the past four semesters (Yes, that's two years) and was failing miserably. Did I mention I think he has A.D.D.?

"I don't see why we need it." I said, sitting the drink back on the small pillow behind me once the cap was back on. Terry reached back and picked it up, taking a drink as well. I made small noise. Germs. Ew.

"Half the students will either end up pumping gas or hanging out on 5th Street." I continued.

He chuckled. "Sad, but true." With a lazy groan, he sat up and glanced at the clock beside my bed. It was 7:41 PM. Terry's patrol started at 8:00.

"Sorry, Max. Gotta go. We'll pick up at…11:00?"

I nodded. "That'll be fine. **If** you actually pay attention this time." I added, giving him another brief glare. He just flashed me that infuriating smile and swiped up his book bag.

"Later."

I shook my head, smiling in spite of myself, and shut the textbook. "Bye."

And with that, my best friend was gone; off to fight the scum of Gotham's Underbelly. I sighed again and stretched out on my back, staring up at the ceiling in thought. How long had it been now since he became Batman? Six or seven months? It was almost as if I couldn't remember a time _before_ he was Batman.

A small frown started to form on my lips. No, I should remember it exactly: that night when I'd sent Terry the email about his "secret", which turned out to be a total bust. My ego was only so much meat after that night. Everything moved into action from there. Now that I knew, Terry used me as a resource more often and I had never felt so important in my life. And after the incident with Xander and Kairi, well…I'd also never felt more afraid and intrigued in my life. I could see where old man Wayne was coming from as far as not letting me in because of inexperience, but…There was no way in hell I wasn't going to become a part of their world. Of Terry's world…

I shifted uncomfortably for a second as my thoughts drifted to things from the past. Come to think of it, and I _really_ hated to, the fine line of our friendship was starting to blur a bit. Especially after the night Kairi died…

I jumped as my cell phone rang in my pocket. I had been concentrating harder than thought.

"Hello?"

"Max? Is Terry there? He said he was studying with you tonight."

"Sorry, Dana, you just missed him. He's going to work. Why don't you try his cell?"

I heard her sigh. "Great. That's going to make this _way_ easier."

I blinked in confusion. Dana wasn't really a sarcastic person so that last comment threw me for a moment.

"What's wrong?"

"Max, I…" she sighed again. "I can't do this any more. I mean, yeah, it's been fun, but Terry barely has any time for me any more because of his job. And I've been really patient, but I can't deal with it. He's missed four dates in the past month. I think it's time we moved on."

I was silent. I had seen this coming, but I hadn't wanted to admit it to myself. It only made sense—after all, how much could a girl take? As much as I sympathized, it wasn't fair to Terry.

"Dana…" I replied slowly, trying to find the right words to say. "You know he's really trying. He wants to be with you, he really does, but it's just—"

"Max, I know you mean well, but I've made up my mind."

"But—"

"Could you tell him when he gets off from work? Please, I don't think I can break up with him face-to-face."

"But you don't understand—"

"Max." Her voice was firm, unmoving. I knew that tone.

I sighed deeply. Sure. Dump the break-up on the understanding best friend. How am I supposed to deal with those big baby blues in person? But her mind was made up. I couldn't change that, not without blowing Terry's secret wide open.

"I…alright. I'll tell him."

"Thank you, Max. Thank you so much." She said before hanging up. Sadly, I slipped my cell phone back in my pocket. This was just my luck. Just when things had started to look up, here I was, sitting with this burden on my shoulders. How would I even begin that sentence? After all the time Terry had tried to put into their relationship, he gets felled by a technicality. I didn't know who to feel more sorry for: him or me.

I buried my face in a nearby pillow, completely miserable.

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"_Max…Max…"_

Something brushed against my stomach, his hand. His breath on my lips, almost a kiss but not quite. His lips were soft, like velvet, and I felt like I couldn't get enough of the way they felt against mine…

Someone was shaking my shoulder, effectively shattering the dream. I lifted my face from the pillow and found Terry bending over me. I pushed up on my hands, blinking as my eyes adjusted to the light, and fell back on my butt. I rubbed my eyes as he dumped his book bag at the foot of my bed and sat beside me.

"Tired?" he asked rhetorically, raising an eyebrow. I glanced at him in wordless confusion. He pointed to the clock. It was 11:26. I was still fully clothed. Oops.

I tried to smile and failed miserably, giving up and forcing myself to stand. "Fell asleep. Sorry. I'll be back in a sec."

I shifted through my dresser and picked out my usual nightclothes. Nothing fancy, mind you: just a huge t-shirt and cotton pajama bottoms. I normally wore boxers to bed, but there was a boy in my room, best friend or not. And aside from the fact that I'd just had a very dirty dream about him. My Mom had taught me better than that.

I slouched off to the bathroom with the clothes in my hands, hating the fact that I remembered what had happened hours earlier. Why had I agreed to do Dana's dirty work? Friendship only went so far. Did she even realize how bummed this was going to make him? Probably not.

A few minutes later, after I'd brushed my teeth and washed my face, I made myself go back in my room. Terry was rifling through papers to find where we'd left off. It almost made me smile. He was so disorganized.

"I have your homework. You seemed to have developed a habit of losing the same night you finish it," I commented with as much humor as I could put in my voice.

"Ah," he replied, sparing me a sheepish grin. I took my place near the headboard of the bed, legs crossed, and pulled the heavy textbook into my lap. Okay. Math, I could handle. Relationships…not so much. I needed to clear my head, first, before I tried to break the news to him.

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"If 64.9 is the percentage of Asia's annual imports, then…no, wait…" I muttered, erasing what I'd just written down and scribbling something else, raking a hand through my hair as if it would help me concentrate better.

"Max, slow down. You've been overworking your brain for the past hour and a half. We should take a break."

I shook my head, not bothering to look up. "Can't. We've got forty more problems, plus that essay in AP Macro—"

I could only make a small noise of disappointment as he yanked my notebook away forcefully and tossed it on the floor. It laid there forlornly for a moment before I made a move to retrieve it. Terry grabbed my shoulders so I couldn't move forward, grinning.

"You. Break. **Now**."

I glared at him, but sat there like a good little girl. His smile faded a bit at my expression.

"What's with you tonight? You're even more anal about your work than usual. Something wrong?"

I felt my stomach suddenly sink several inches. This was what I was afraid of. With schoolwork, I could ignore the problem altogether. But with that gone, I had little choice but to think about what Dana asked me to do.

Tongue-tied, I scooted away from him and pulled a large pillow into my lap, resisting the urge to hide behind it.

"Uh…nothing. I'm just stressed is all."

He snorted and collapsed on his back, laying his head on my stomach. It made me uncomfortable, but I let him stay there. "Tell me about it. If I don't pass Stats this semester, I can kiss graduation goodbye. God knows I don't need another year at Hill High."

I didn't reply so silence descended, making the air thick. Or maybe that was just me.

"I'm bored. Wanna have sex?"

Laughter exploded out of my mouth before I could stop it. He rolled over onto his stomach and watched me giggle, amused.

"She laughs. So I'm not such a useless best friend after all."

I rolled my eyes mockingly. "Sure, you aren't."

He took this opportunity to smack me in the shoulder with a pillow. I hit him back and from there we started a loud, ridiculous pillow-war. Until my sister banged on the door, roaring, "SHUT UP! IT'S AFTER MIDNIGHT! TERRY, **GO HOME**!"

Terry and I looked at each other in embarrassment and he slid off the bed, whispering sheepishly,

"Night, Max."

"Night, Terry." I could worry about "the problem" tomorrow. Or so I hoped.

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5th period. Also Known As The World's Most Boring and Useless Class.

Career Day. Also Known As Who Gives a Rat's Ass Day.

My head was propped up on one arm as I stared blearily at the thirteenth Career Person explained what they did for a living and blah, blah, blah. It all started blending together after the engineer guy said his bit. That was the only thing I was interested in. Everything else just made me want to…sleep.

_"Terry, I…"_

_I couldn't find any words to say. Kairi had given her life for me, for us. There was nothing I could say to that. Even though, for once, it hadn't been my fault, I felt as if I'd been Terry's burden. And I knew he was feeling guilty more than Bruce or me._

_His eyes were distant and held none of their normal warmth. I sat there on the arm of the couch, wanting to move, to hug him, but I couldn't make my body move. What could I say? What could I do to console him?_

_After a moment, my lips parted and I could speak._

"_Thank you. For saving me."_

_He didn't speak, so I bent forward, closing the distance between. I was aiming for his cheek, but he turned his face towards me at that exact moment. Our lips touched, sending an electric shock up my spine. I pulled back in panic, my face hot, touching my mouth in alarm._

"_I-I'm sorry! You just—"_

_I jumped up from the couch, embarrassed, moving to go hide in the kitchen, when he grabbed my arm. I stopped. Slowly, Terry pulled me around to face him. The look in his eyes made me shudder. He never looked at me like that. It was always the look he gave Dana before they…kissed._

_I froze as he lowered his face inch by slow inch towards mine until his breath brushed over my lips and—_

"Mr. McGinnis and Miss Gibson!"

My eyes shot open and I sat up straight as the teacher shouted. Next to me, Terry blinked a couple of times and moved back in his chair. We'd both dozed off. Dammit.

"Since you two are having **so** much fun on Career Day, I think I'll assign you to our next guest speaker."

At this comment, a woman—no, wait, it was a **man**! —burst into the classroom, grinning as if he'd just won the lottery.

"Hellooooo class!" he exclaimed with the vigor of a cheerleader. He was dressed in mostly pink: a checkered sweater over a dress shirt, white khakis, and pink loafers. I'd seen less pink on a ballerina. His hair was blonde and oiled to stay down on his head, parted to the left immaculately.

"This is Mr. Peter Wilkinson."

Mr. Wilkinson turned his smile to the teacher. "You can call me Petey."

The teacher stared at him blankly for a moment before turning his gaze back on Terry and me.

"Mr. …_Petey_ is a model instructor."

My mouth fell open as did Terry's. No way…this couldn't be happening…

"Y-You're kidding, right?" Terry asked weakly. Mr. Wilkinson shook his delicate head, clapping his hands together.

"Absolutely not. I'm the owner of the _Magnificently You_ clothing line, debuting next month. You two are going to be my protégées for the rest of the week! Won't that be fun?"

I heard a thud to my right. It was Terry's head hitting the desk. Mine followed soon after it.

This was now my new problem.

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Now of course you know you have to review. This fic is devoted to all my faithful reviewers, who inspired me to rewrite it. Let me know what you think, compare it to the old one, give me feedback! Thanks for reading.

Kyoko


	2. Worst Nightmare

On the Catwalk AGAIN!

A/N: Sorry it took so long. I've got AP classes and they give me lots of work. Hope you enjoy this chapter as much as you did the original version.

Kyoko

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After class…

The hallway was beginning to clear up since it was after school. Terry had already split, probably to go home and mope about our new "assignment" for the rest of the week. For once, I was with him on the whole brooding thing.

I shut my locker after shoving a textbook in it and jumped in surprise as I spotted Mr. Wilkinson…ah, _Petey_, standing behind it with that 1000-watt smile plastered on his face.

"Afternoon, Miss Gibson. I'm Mr. Wilkinson, as you may remember, and I am absolutely delighted to be able to teach you and Mr. McGinnis for the remainder of the week." I offered my hand numbly and he took it, pressing a kiss to the back. My eyebrow rose.

He opened the black one-inch binder in his hand and handed me two sheets of paper. I took them and scanned over the page in curiosity.

"This is your assignment for tonight. Please make sure your cutie partner receives his copy as well. I'll see you tonight!"

Winking, Mr. Wilkinson turned heel and glided down the hallway towards the exit. I looked back down at the paper and my mouth fell open.

"Please God, **no**…"

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"Wait, we have to do _what_?" Terry demanded at me in indignation. My head dropped in defeat as I shoved the lone black bikini I owned back into my blue duffel bag, sighing deeply.

"The first lesson is posing for an art class."

He groaned and collapsed face-first onto his bed, not moving.

"I can't believe this. What in God's name did I do to deserve this?" he grumbled through a pillow. I snorted.

"What did _either_ of us do? I'm not exactly model material either."

I heard him make a funny noise and mutter something unintelligible. I stalked over to the bed and leaned over him, arms crossed under my chest.

"What was that?"

He sat up quickly and spared me a disarming grin, waving his hands in surrender. "I didn't say anything."

I glared at him suspiciously before turning and picking my duffel bag up from where it was perched on his dresser.

"C'mon," I muttered darkly. "We're gonna be late. I'll meet you there."

He sighed as I went out the doorway, dodging to the left as his little brother Matt whizzed by, playing with a toy plane. The younger boy tilted his head to the side at my disgruntled expression.

"What's wrong with you, Max?"

I shook my head, smiling bitterly. "You'll find out once you get to high school."

Mystified, Matt shrugged and continued down the hallway to his room. "Bye."

"Bye." I waved to Mrs. McGinnis, who was in the kitchen making dinner. She smiled and waved back, then I was gone.

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The paper told us to meet Mr. Wilkinson at Gotham University in the Fine Arts building. As much as I hated to be doing this, it was a good excuse to check out the campus. Currently, I was more interested in Gotham Tech, but it never hurts to look at other schools. Gotham University was huge and was located downtown, in the heart of the city. The Admissions Office was to the left of the entrance, which is rare because most colleges make you drive around in circles for hours trying to find it. Straight ahead from there was the football field, to the right of that; the tennis courts and basketball courts. The university had always been known more for its athletics rather than academics. Yet another reason I wanted to go to Gotham Tech instead.

The Fine Arts building was towards the rear of the campus and had three floors. We were supposed to meet him on the second one. Two hallways later, Terry and I found ourselves in front of the Classic Art & Drawing classroom. On the door was a piece of paper pointing to a room next door.

_Miss Gibson and Mr. McGinnis,_

_Please change into the appropriate attire next door. I will be in shortly to introduce you to the class._

_Petey_

"…Are there little hearts above all the I's?"

I rolled my eyes, turning to head to the room next door. "That's the least of our problems, McGinnis."

The room was a janitor's closet. I stared at it in disbelief for a long while.

"…oh, he **cannot** be serious."

I heard Terry sigh behind me. "This just keeps getting better and better."

I massaged my temples for a moment, as if it would make the situation any better. Mr. Cromwell was **dead** tomorrow for assigning me to this. I fall asleep in class _once_ and this is what I get.

"We'll have to change one at a time."

Terry relaxed into a smirk, lifting an eyebrow. "What? You don't trust me not to look?" He leaned forward in my face, the smirk widening. "Or do you not trust yourself?"

I rolled my eyes again. "You wish. Go."

He passed me and shut the door, chuckling. I leaned against the wall and tried my best not to imagine him taking his clothes off. Damn him.

Terry came back out within about five minutes dressed in a wifebeater and long, black shorts. Being Batman was certainly having effect on his clothing. As much as that amused me, it wasn't enough to keep me from noticing how toned his body was compared to a couple months ago. The wifebeater showed off the increased broadness of his shoulders and slight ripple of his abs. Terry had always been fit, but I guess Wayne had started training him. It looked good on him. He caught me looking and raised an eyebrow. Guiltily, I looked away and slipped into the janitor's closet.

Inside, I slapped my forehead. That was stupid. Keep it up and he'll think you have a crush on him.

Embarrassed by the mere thought of such a situation, I shook my head distractedly and dumped my duffel bag on the floor. The closet wasn't abysmally small, but no one should be in here for more than two or three minutes. There were mops, brooms, and other random cleaning appliances sticking out of those big trashcans with wheels that you always see along each wall and cupboards with paper towels and cleaning sprays stuffed in them. Wait, why did I care about what the room looked like? Stalling, who me?

I dug the black bikini out of my bag and sighed at it. God, I hated this thing. Whenever I went to the beach, and God-knows how often _that_ was, I always ended up wearing a big t-shirt over it. Guys tended to not look at my _face_ when I took it off.

I was in the middle of pulling the top on when an odd thought struck me. How would Terry react when he saw me wearing this? He'd only seen me in a dress once (well, twice counting the Xander incident) and he seemed to like it. I'd made a point not to be scantily clad around him, **ever**. He was the only guy I'd ever met that didn't want to get into my pants and I valued that. A lot. But recently…maybe it wasn't _him_ I was worried about. It was me.

Once I had the bikini on, I shoved my ordinary clothes in the bag and opened the side of it to get my jacket. I stopped dead. It wasn't in there. Not good.

A knock sounded on the door and I jumped like I'd been shot.

"Max, the class is about to start. What's taking you so long?" Terry's voice was muffled over the sound of people walking into the classroom next door.

I gnawed on my bottom lip for a moment. I didn't want him or anyone to see me like this. Not now, anyway.

I cracked the door open enough to stick my arm out. "Ter, gimme your jacket."

From what I could see of his face, he looked confused. "Why? Isn't he gonna make you take it off anyway?"

I glared at him. "Jacket, please."

He opened his bag and handed me the jacket, not bothering to argue. "You can't possibly look that horrible in a bikini, Max."

I ignored him and ducked back inside before he could sneak a peek, pulling on the jacket and zipping it all the way up. Instantly, I felt better. The jacket hit me just above the knee. I'd have to thank Terry for being so much bigger than me later.

I reemerged from the closet in flip-flops and Terry's oversized jacket, opening the door to the classroom. I froze in the doorway. It was an all-male class. This is so wrong….

Mr. Wilkinson in front of a desk center stage since the room was set up that way: rows of chairs going up steps shaped in a half-circle around the front of the classroom. All of the chairs had large easels in front of them. Terry pushed me forward gently and out of the doorway, closing it behind him. I stared at all the blank male faces and clutched the neck of the jacket like a desperate woman. Did I mention I have a small fear of being in front of a crowd?

"Class, this is Maxine Gibson and Terry McGinnis. They're seniors at Hamilton Hill High School and will be your drawing subjects for this evening."

Mr. Wilkinson crossed the room and took my arm, leading me to a platform about three feet tall and covered in a white sheet. I followed him hesitantly until I was in front of it, very aware of all the eyes on me.

"We're gonna do individual poses first and then some pairings."

My eyes widened. "Pairings? What d'you mean 'pairings'?"

The effeminate model instructor adjusted the painters' cap placed at an angle on his feathery hair. "Y'know, pairings? You and Mr. McGinnis will pose together."

I felt my face slowly heat up in a blush. I silently thanked God that no one could see it and found a relevant thing to ask.

"What does posing for an art class have to do with modeling?"

He clapped his hands together. "That is a very good question. Would anyone like to answer?" Wilkinson gestured around at the still blank faces of the class and no one responded. I wasn't sure, but I swear I heard Terry snicker from behind me.

"Alright. Modeling takes poise, patience, and grace. By posing for these sketches, I will be able to assess which of these traits you have and which ones we need to work on. So…who's first?"

Terry and I instantly pointed at each other. The teacher's smile broadened.

"Oh, come now, don't be so shy! Why don't we start with our strapping young gentleman?"

Terry's face turned sour and I tried not to grin. He glared at me accusingly and I smiled triumphantly up at him. Wilkinson shooed me away and circled around McGinnis, a hand on his delicate chin in thought. Terry looked…well, _terrified_. He had the smallest case of homophobia. I thought it was hilarious. He didn't.

Wilkinson adjusted Terry's arms to down by his sides, tilting his head a little to the left, not noticing how he flinched each time he touched him. I leaned against the wall beside them, allowing myself to be slightly amused. Once he perfected Terry's pose, Wilkinson stepped to the side and spread his arms wide to the class.

"You may begin drawing."

Terry's eyes darted to look at him. "How long do I have to stay like this?"

"Oh, only about ten minutes or so."

Terry's shoulders slumped. Maybe I could deal with this after all.

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About 45 minutes later, Terry was done with all his poses. He hopped off the platform, rotating his neck like it was sore, and walked towards the wall where I was. Wilkinson crooked a finger at me and I could suddenly hear my heart in my ears.

"Come on, Miss Gibson. You're turn." His green eyes were sparkling demonically, as if he knew I was uncomfortable. When I didn't move, he took my wrist and tugged me in front of the platform, motioning for me to take off the jacket.

"Is this for a grade?" I asked stiffly, crossing my arms. The model instructor pursed his lips at me in a scowl.

"As a matter of fact, it **is**. How can you be afraid to show off that beautiful body of yours?"

I didn't say anything to that, but my eyes dropped as a blush slowly crept up my cheeks.

"Yeah, Max, flaunt it." Terry grinned, egging me on. I craned my neck and gave him a dirty look. It only made him grin wider.

"It's just…not one of my strong points." I confessed. Wilkinson smiled again and took the liberty of unzipping the jacket for me, grabbing the shoulders and jerking it off me. I made a small yip of surprise and clapped my hands over my chest instinctively. The guys in the class finally looked interested. Figures.

Wilkinson clucked his tongue and sat me down on the platform, prying my arms from across my breasts.

"Honey, we have got to work on your self-confidence. Every guy in here _knows_ you're gorgeous, even McGinnis over there."

I only blushed harder, suddenly glad I couldn't see Terry's face from where I was sitting. Wilkinson crossed my legs and put one of my hands on my knee, leaning my head a little to the side and stepped back.

"You may begin drawing."

It was suddenly dead silent. I hated it. It was more than the utter discomfort of sitting in front of total strangers and letting them draw me in a bikini; I had to sit here and remember that I had to tell Terry that Dana wanted to break up with him. I felt the overwhelming urge to run away and stuffed it down inside my gut. Running away from the problem wouldn't solve anything. Maybe I should just get it over with, right after we leave here. Maybe he'd be in a good mood and not take it as hard. No, who was I kidding? It would hurt his feelings either way. I guess I always ended up being the one to pick up the pieces…

When all my poses were done, Mr. Wilkinson beckoned a finger at Terry. My pulse skyrocketed. How could I have forgotten about the pairings?

Mr. Pete, which I started to call him in my head because "Petey" was too gay and "Mr. Wilkinson" took too much thought, sat Terry down on the platform first with his legs open. He pushed me down on the platform next. I sat on the edge, avoiding skin contact, all too aware of how close my best friend was to me. Why did this bother me so much?

"Scoot back some, Max." Mr. Pete instructed. Reluctantly, I scooted an inch or two backwards.

"Keep going."

I scooted one more inch. He motioned for me to go back farther. I moved again and ended up with my back against Terry's chest. It was very warm and distracting. I could feel my pulse in my ears like a thick whisper. Calm down. It's not like that. Just taking a sketch with your best friend. …Yeah, right.

Pete tucked Terry's arms around me and placed his hands in my lap palms up, mine facing down, and interlocked our fingers. I was now very snugly fit against his body since he was about three inches taller than me and wouldn't be able to move for ten minutes. Great.

"Class, you may begin drawing."

I chose a spot on the wall and fixed my eyes on it, trying to ignore feel of his skin so near mine. Why was I reacting this way? We'd been friends for years and being near him never bothered me before. But…then again, this was far more intimate. We'd hugged before, but he'd never held me like this and I'd never asked him to. That wasn't the "best friend's" position; it was the "girlfriend's" position. For the first time in a while, I began to realize that maybe I was hiding something from myself. Maybe… I _wanted_ to be here.

I frowned to myself slightly. That couldn't be right…could it? I knew he didn't feel that way about me…did he? No. I was thinking too hard.

But…this did feel kind of good.

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OO OMG. This is waaaay longer than I thought it was going to be. I hope you liked it; personally, I didn't really like the way it turned out too much. But you're the judges—let me know!

Kyoko


	3. Coming Together

On the Catwalk AGAIN!

Chapter 3

A/N: Thanks for all the reviewers who have been sticking by me! Here's your next chapter. Hope you like it.

Kyoko

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"Terry, I…well, I have something to tell you. Yesterday, Dana called me and…said that she…wants to break up with you. And I know I should have told you earlier but I didn't want you to be bummed so…there it is."

I sighed. Man. That was weak. But it would have to do for now.

I zipped up my jeans and just stood there for a second in the dimly lit janitor's closet. I did not want to do this. I should have just said no like I'd wanted to. Shaking my head slightly, I shouldered my duffel bag and grabbed the doorknob, twisting it. Terry was standing outside, waiting for me. I hardened my face and exhaled professionally.

"Ter, I have something to tell you—"

"Mr. McGinnis! Ms. Gibson! Could you come here for a second please?"

Terry's head snapped towards the open classroom door through which Pete was calling us. My shoulders slumped.

We trooped inside and up to the effeminate man's desk. I tapped my foot in irritation, crossing my arms. I wanted to get this over with **now**.

"Yeah?" Terry answered. Pete gestured to the easels around the room.

"I just thought you might want to look at what the students drew. They're quite magnificent…for college students."

Terry's lips quirked upwards. "Sure. Why not?"

He walked off towards the first row, hands in his pockets, but I didn't move. I didn't really want to see them. They probably made me look fat. Or like a hooker.

"You don't want to see them?" Pete asked, adopting a look as if I'd insulted him. I shook my head.

"No thanks. I wanted to be disgusted with my image, I'd look in a mirror."

From far away, I heard Terry snort. "Max, stop being dramatic and get your butt over here. You've gotta see this one."

I scowled at him. "Stop telling me what to do."

"Then get over here."

Pete grinned at me and my scowl slipped into a frown. Great. As if _enough_ people didn't think Terry and I were a couple. I went over to where Terry was under the pretense of hitting him very hard in a sensitive area. He was stooping over one of the easels, scanning the large sheet of paper with interest. I opened my mouth to bite out something sarcastic but caught sight of the drawing and fell silent.

The picture had been drawn with charcoal, which hardly anyone did any more, with heavy shadowing done in the background that gave it a sort of three-dimensional look. It was the first pose I'd done with Terry, from the shoulders up. I was drawn with my eyes closed, head turned to the side slightly, Terry's chin leaning on the top of my head. The look in his eyes was soft, as if her were protecting me from something. I looked…shy, but in an angelic way. Angelic was not a way I'd ever pictured myself.

"It's…beautiful." I whispered finally. He nodded in agreement, flipping the canvas over to another sheet. He and I were back to back in this drawing, one leg bent up at the knee each, creating a sort of symmetry, and Terry had a slight smile on his face as he looked back at me. I appeared sheepish, as if the smile had caught me off-guard. It was amazing how this artist had filled out facial expressions considering he'd only seen them once.

The next one was a pose we hadn't done. I guess the artist got some sort of inspiration. My head was cradled against Terry's chest and I seemed to be giving off a glow of security, like there was no place I'd rather be than right there. His head was bowed slightly, eyes closed, lips pressed against the top of my head, hand at the base of my neck.

Neither of us spoke for a handful of seconds. I swallowed to wet my suddenly dry throat, finally stating the obvious to try and make the burning in my cheeks go away.

"That wasn't one of the poses."

Terry smiled lightly at me, folding the papers back to the way they were. "No. But it should have been."

I couldn't speak for a moment. After a second, I looked away and turned my back to him, hopping down from the row and heading towards Pete's desk, my heart fluttering irregularly in my chest. When I looked up, Pete was smiling and shaking his head, holding out a sheet of paper for me to take. Blinking, I accepted it.

"Your homework assignment. The directions for tomorrow's session are on the back. Have a nice night, students."

Winking at Terry and I, he gathered his briefcase up and started for the door. I scanned the page distractedly as Terry came up behind me, peering over my shoulder.

"What is it?"

"Essay on what we learned. Hope it isn't five paragraphs, 'cause I didn't learn that much." I muttered, handing him the paper and heading towards the door. He followed me, still reading the paper, and closed the door behind us once we were on the other side.

"Oh yeah, Max? What were you gonna say back there before we went in?"

I stopped dead. A sudden rush of panic flooded through my stomach. I'd forgotten all about it. I turned to look at him and found him staring at me in question. I opened my mouth slowly.

"I…it was nothing." A defeated answer slipped past my lips and I hated it. I kept going even though he paused in the empty hallway for a moment. I wasn't running. I was advancing in the opposite direction.

Yeah, right.

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"_Get off me! Let go of me! LET GO!"_

_I screamed at the top of my lungs, terrified as those loathsome claws squeezed my wrists until I thought they would snap. The dinosaur only pulled me closer, whispering my name in that horrible, inhumane voice. Nothing should have been coming from that lipless mouth. I panicked, trying to dig my heels into the ground, but it wasn't solid. I couldn't get away. It was pulling me closer to those dripping fangs, jaw expanding to devour me. I couldn't save myself, couldn't fight, couldn't breathe except to scream…_

"Max!"

I bolted upright, a sob building in the back of my throat. Panting, I blinked and things reformed in front of my eyes until I could see who was holding my arms. Batman. Terry.

Shivering, I brushed his hands away and wiped my eyes with the back of my hand, trying to clear my head of the horrid images that had been plaguing them only moments ago. Batman sat on my bed, watching me pull back the covers and slide my feet over the edge of the mattress.

"Max, are you okay?"

I nodded too many times, flicking on the lamp next to my bed.

"Y-Yeah. I just had a nightmare."

He nodded solemnly and the concern showed even through the cowl. "Do you wanna talk about it?"

I shook my head, setting my shoulders to regain composure. "What's up?"

He showed me his left arm and the jagged cut that stretched across it from the swell of his upper arm to the elbow. My eyes widened in horror.

"Think you can patch me up?"

I got up quickly, kneeling to rummage through my nightstand for the First-Aid kit.

"_Jesus_, Terry! Why didn't you say something sooner?"

When I turned back around, he'd taken the mask off and I could see the sweat beading on his forehead, the paleness of his skin. He'd been losing blood. Even so, he shrugged lightly, wincing after he did.

"You were sort of hyperventilating. It made me worried."

"Worry about yourself, dammit." I scolded, placing the kit on my lap as I sat. I gestured towards the suit.

"Take it off."

He grinned and I instantly regretted my choice of words. He was bleeding all over my bedspread and still managed to be a smartass. Men.

Taking the gloves off first, he grabbed the suit by the waist and pulled it off inside out. I tried not to watch the way his abs crunched at the movement and failed. Focus, Max, focus. He tossed the upper half of the suit behind him and I moved to his other side, a wad of gauze in my hand. The wound wasn't deep, but it was still bad enough that he'd need to put coco butter on it every day to keep it from scarring.

"What did you **do**?"

He snorted. "I didn't _do_ anything. I busted a drug ring at the docks and miscounted the number of T's there were. The old man'll be pissed about ripping the suit."

After cleaning the blood off, I smeared antiseptic cream along it, feeling him tense under my fingers. I unwrapped the roll of bandages and started at the base of his elbow.

"You've ripped it enough times by now that he shouldn't even be mad."

He scowled at me and I smirked a little. What? It was true.

"Nice to know I have my own personal cheerleader," he retorted sarcastically. I spared him a wry smile.

"You're welcome."

He grinned suddenly. "And if you really cared that much about me, you'd buy a real cheerleading outfit and wear it for me. Ow!"

I pinched him in the side. He rubbed the spot sourly while I finished bandaging his arm.

"It's not like you wouldn't look good in it."

I hit him in the back this time and he yelped again in between chuckles.

"What is **with** you? You're beating me up worse than the T's did!"

I closed the First-Aid kit and got up, placing back in the drawer of the nightstand.

"It is too early for you to be messing with me. Now go home before you wake my sister up." I said flatly, pointing to the clock reading 1:23 AM. He shook his head slightly, settling into a grin that looked way too cute for how early it was. I could barely function at this early, which was reason for my foul mood.

"Remind me never to wake you up in the morning."

"I will." I flopped down on the bed and let my head fall on the pillow, eyes closing. I felt the bed pitch to the side a bit, indicating that he'd grabbed the suit.

"Max?"

"Hm?"

"What aren't you telling me?"

This pillow was really comfortable. "What're you talking about?" I heard myself mumble from far away.

"You're lying to me about something."

I shook my head faintly. "No 'm not."

He fell silent and for second, I thought he'd left.

"Max?"

"What?"

He sighed. "Night."

I was floating away. "Night, Ter."

I felt soft lips on my forehead for a moment and then nothing. Or maybe I dreamed that part.

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I don't think I've ever dreaded going to school more today than any other day.

I hadn't seen Terry yet, which was normal because our first period together was third, but I kept waiting for him to pop up out of nowhere and demand why I hadn't told him Dana wanted to break up with him. I sat through all of AP Statistics tapping my pencil on the table, biting my bottom lip and glancing nervously at the clock every few seconds. Finally, my partner Zack grabbed my hand and asked me what was wrong. I'd shaken my head and continued to stare at the clock.

The hallway seemed small and suffocating as I hurried through it, searching desperately for Dana. I had to tell her I couldn't do it. It was stupid, yes, but I couldn't. Not when I didn't know what the hell I wanted—what the hell _Terry_ wanted—and especially not when I'd sat in his arms and wondered why I'd never had him hold me before. I just couldn't.

Dana was at her locker, laughing and talking with Chelsea, when I found her. Her brown eyes widened at my flustered appearance but I didn't care.

"Dana, I have to talk to you."

She blinked, brow furrowing. "Max, what's wrong?"

I stared at my shoes for a second, gathering up what I was trying to say. "I…I couldn't."

"You couldn't what?"

"I couldn't tell him—"

"Afternoon, ladies." I stopped in mid-sentence as Terry's voice spoke from behind me. I whirled, clutching the binder in my hands tightly. I cursed in my mind over and over again, praying that this situation couldn't get any worse. Unfortunately, I must have prayed to the wrong deity because right then, Nelson Nash walked right up to Dana and kissed her on the cheek.

I froze. Terry froze. Everything froze.

Dana swatted him away, blushing slightly. "Knock it off, Nelson. I'm not **that** desperate."

The red-haired jock grinned crookedly, leaning an arm behind her head in a way he must have thought was seductive. "C'mon, baby, I know you want me…"

Terry pushed past me and I mouthed wordlessly, words of explanation dying in my throat.

"Back off, Nash." He growled, fists balled.

Nelson lifted an eyebrow at Terry, his face settling into a nasty smirk. "Now, now, McGinnis, don't be stingy. Now that your ex is on the market, it's every man for himself."

Terry's back stiffened. "Ex?" he echoed hollowly. I closed my eyes in defeat, screaming at myself inside my head. Why? Why had I let it get this far?

Nelson choked on a laugh. "What? You didn't get the memo? She dumped your ass!"

Dana turned her wide eyes on me. "Max, you didn't tell him?"

All eyes turned on me and I shrank back, wishing that I could just disappear. It wasn't just them, it was the look on Terry's face, the disbelief that drove a stake through what used to be my heart. The look that said I'd betrayed him.

My throat felt so dry that it ached and made the words squeeze out in a weak voice. "I…I tried to but…"

Nelson let out a nasty chuckle. "Oh, this is just rich. Well, you may have lost Dana, but at least you have a nice piece of ass on the side, McG—"

He didn't get to finish his sentence because Terry punched him in the face. I gaped in horror, as did Dana and Chelsea as Nelson fell back against the lockers, clutching his chin in shock. He spat contemptuously on the floor and narrowed his eyes at Terry.

"I've been waitin' for you to be this stupid for a while now."

Terry's voice was bitter and low with anger. "Likewise."

Nelson charged and tried to tackle him, shoving him into the lockers on the other side of the hall. Terry hit them and slammed both fists into Nelson's back, causing him to let go, and kneed him in the stomach. Nelson reeled backwards, clutching his torso, but shook off the pain and charged again, swinging his fists in wide arcs. Terry dodged them and landed a hard right in his nose, wincing as Nelson's left fist grazed his cheek. Seconds later, teachers pushed through the crowd of kids gathering to watch the fight and broke them up. Terry got hauled off down the hallway, but not before looking at me. His eyes were all I could see and they were so hurt, so betrayed, that I couldn't stand seeing them any more. I shoved my way through the crowd, ignoring the hot tears starting to drip down my cheeks, ignoring Terry's voice calling after me, ignoring everything that I felt when I heard him, and ran. Ran like I'd been doing my whole life.

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Kairi's place had been shut down and relocated after her death. All that was left was the empty building, which hung open like a haunted mansion. I sat on the single bench in front of the pond, my legs curled up to my chest with my arms wrapped around them. The tears had long dried on my cheeks because I hadn't wiped them away. The cool night air washed over my face, my body, and made me sigh. I lost track of time here, staring at the mirrored surface of the water, watching faded brown pedals fall from the long dead sakura blossom tree. Maybe that's why I'd come here. Time seemed to stop here. There was nothing but silence and the pedals drifting down to touch the water. Nothing but silence and the memories.

"_Thank you. For saving me."_

_He didn't speak, so I bent forward, closing the distance between. I was aiming for his cheek, but he turned his face towards me at that exact moment. Our lips touched, sending an electric shock up my spine. I pulled back in panic, my face hot, touching my mouth in alarm._

"_I-I'm sorry! You just—"_

_I jumped up from the couch, embarrassed, moving to go hide in the kitchen, when he grabbed my arm. I stopped. Slowly, Terry pulled me around to face him. The look in his eyes made me shudder. He never looked at me like that. It was always the look he gave Dana before they…kissed._

_I froze as he lowered his face inch by slow inch towards mine until his breath brushed over my lips and—_

_He kissed me._

_I froze under his lips, which were soft like silk against my mouth, and couldn't think, couldn't breathe, couldn't react. My head seemed empty except for the fluttering whisper of my heartbeat in my ears. All sound and sight had drained out of me. There was only the warmth of his body and his mouth on mine._

_Slowly, I opened my mouth to him and he deepened the kiss, placing his other hand on my waist, bringing me closer to his body. Distantly, I knew why this was happening. He was using me as an outlet to his pain, a physical temptation that could make him forget for just a second what he was feeling and concentrate on something else. I was nothing more than a victim of his instant desire. He didn't really want me. I was warm and close and female. That's all it was._

_And yet…I continued to let him mold himself against me, to run his large hand up my back, to run his tongue along my bottom lip. I knew better, but it didn't matter. This was my moment. Not Dana's, not anyone else's but mine. **Mine**._

_He drew back first and I swayed slightly, light-headed, one hand pressed against his stomach for balance. I licked my lips and tried to speak twice, finally succeeding on the third time._

_"Why…?"_

_"It wasn't your fault, Max. Don't ever blame yourself for what happened."_

_With that, he moved away from me and I just stood there, letting him go without another word. There was something else in his eyes, something hidden, that he didn't—couldn't—say aloud. But I'd let him go and pretended that nothing ever happened._

"Well, well, well. Are you lost, little girl?"

I whipped my head to the right as a taunting voice called over to me. There were six T's approaching, each wearing nasty smirks on their ridiculously painted faces. I immediately stood, my back facing the pond, trying to back away in the opposite direction.

"Not really." I sneered more bravely than I felt, my fists balling in brace for a fight. The speaker propped a foot up on the bench, tilting his head at me.

"Are you sure? I'm sure I could help you find your way home…for a price." His beady eyes swept over my body and I felt repulsed.

"Dream on, dreg." I snapped. He chuckled and snapped, sending the other five towards me.

"Such a potty-mouth. We're gonna have to teach you some manners. T-style!"

The biggest one to my left charged and I waited until he was close enough to touch before slamming my elbow into his throat. He fell to his knees, gagging, and the remaining four hesitated. I set my leg back and glared at them menacingly. The leader's face was livid.

"Get her, you morons!"

The lanky T leapt forward, one long arm reared to back-hand me and I ducked, sweeping his legs out from under him. He overbalanced and fell back into the pond, swearing. The T with long, greasy hair growled and started for me next. I started to whirl for a kick when the fat T grabbed my leg, startling me. The greasy-haired T landed his fist in my stomach and I cried out as it drove the air from my lungs. The fat T used my leg to throw me into the wall behind the bench. Pain blossomed up my spine and I managed to push up on my hands and knees, wheezing. The leader chuckled and grabbed a handful of my hair, flicking out a scythe blade and brandishing it near my throat.

"You're a tough one. We're gonna have a lot of fun with you."

Blood was welling up in my mouth from a cut on the inside of my mouth and I spat it in his face.

"Go to hell."

His fist swung and hit me in the cheek. I fell back and couldn't move because everything was starting to bleed together. Black waves lapped at the back of my eyes and I slowly realized I was falling unconscious from lack of air. Darkness swallowed my vision, but I saw a flash of red before it did. It was in the shape of a Bat.

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I didn't remember the ride home. I didn't remember coming in the door. I didn't even remember the fight. All I remembered was that I was in his arms and he was carrying me through the doorway of my room. I faintly recalled that my sister had gone back to the university today and that's why she wasn't home now. Mom wouldn't be home for another week.

When I opened my eyes, I was lying on my bed and Terry was leaning over me, dabbing a scrape on my cheek with a cool cloth. I winced as a roaring pain crackled through my forehead and tried weakly to say something but he hushed me.

"It's alright. You're safe. I'm gonna give you some aspirin so you can sleep."

I nodded faintly and he handed me the small, white pills. I tossed them into my mouth and took a sip of the water he offered to me. I let my head fall back on the pillow and drifted away to darkness once again.

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When I came around, it was after dark. I glanced at the clock. 10:24.

I moved my legs experimentally and found that I was less sore than earlier. My cheek had a welt on it and my stomach was bruised, but nothing was hurting like before. I gazed around my darkened room illuminated only by the lamp and spied Terry at the window, staring out of it as if in a trance. I stayed still for a handful of seconds, resisting the urge to go back to sleep and avoid this altogether, but thought better of it. I'd already screwed up enough by running away from my problems. It was time I got some guts.

Slowly, I slid my legs over the edge of the bed and set them on the floor. He'd taken off my shoes and socks. He'd remembered I liked to sleep barefoot. Damn.

I stood up and padded over to him, rubbing my arm awkwardly. He didn't look at me. I didn't really want him to. After a moment, I forced myself to talk.

"Terry, I…" I sighed. "Thank you. For saving me. I don't even wanna think about what would have happened if you hadn't been there."

He didn't answer me and I felt my stomach drop several inches. Damn, damn, dammit.

"And…I'm sorry I didn't tell you about Dana. I just…didn't want to see you hurt. I shouldn't have let it get that far. It was stupid, I know."

Silence. I started to turn away.

"Max…"

I stopped. His voice was quiet and full of meaning. I couldn't tell what that meaning was yet, but it was better than nothing.

"I'm not mad at you, but you could have told me. Dana and I have been breaking up since we got together. I don't think I would have been all that surprised to hear it." He turned his face towards me and there was a faint smile on his lips. Warmth flooded through me and I realized that I was relieved. I nodded. He touched my shoulder reassuringly, brushing past me to leave.

"I'm sure you're tired, so I'll just—"

"Terry!" I blurted out. He faced me and I felt my heart rate double. Words fumbled up in my brain and I kicked myself for not having anything coherent to say.

"Stay. Just for a little while."

He nodded slowly and I walked past him to where I'd been lying when I woke up. He sat at the foot of the bed as I laid down on my side, curling against the pillow. My throat was suddenly tight. I wanted to say something, but I didn't know what. I hated this silence, this barrier between us, and was sick of ignoring it. I couldn't stand it any more.

"Terry?" My voice was softer than I intended it to be.

"Yeah?" He answered just as quietly. I closed my eyes and took a deep breath.

"Do you…remember the night Kairi died?"

"Yeah." He sounded regretful and it stung, but I kept going.

"When you kissed me…I didn't want you to stop."

The silence thickened around us until I felt like I was choking on it. Everything in me prayed that he said something back. I couldn't stand this damn quiet. Tears started to form when he finally spoke.

"Max…"

The way he said my name made me open my eyes. He was staring at me with a look I couldn't describe, his eyes heavy with something that was almost tangible. I felt myself sitting up without realizing it, drawing nearer to him as if in a trance. In the back of my head, something was pleading with me not to do this, not to fall for my best friend, but I couldn't hear it. I was close enough to kiss him now.

"Max…" he said weakly. "We can't…"

I felt the words slip past my lips before I could stop myself.

"Shut up, McGinnis."

His lips were as soft as I remembered when I kissed him, cupping the side of his face and relishing the smoothness of his jawline. He didn't push me away. His hand hesitantly slid up my waist, brushing over one side of my breast and settling on the side of my neck, guiding my mouth to his. I made a small sound against his mouth and let my hand drop to around his neck. The kiss deepened and suddenly I was on my back with him hovering over me, his body pressed down my front, making a long shiver crawl down my back. This was what I'd wanted: him kissing me, touching me, holding **me**, not Dana. Maybe I'd been ignoring it all this time but I knew the truth now.

I loved him.

An annoying ringing sound came from inside his pants pocket. He broke from my mouth and blinked, realizing this, and pushed off of me, muttering, "Slaggit." I agreed.

He muttered a few short answers into the phone before hanging up, not meeting my eyes.

"That was the old man. Someone's holding the Mayor hostage at City Hall. I have to go."

I nodded numbly, unable to speak because my brain had shut off. That proves I didn't do this sort of thing that often.

"I'll try to be back early. If not, then…" he trailed off, standing to his feet and rubbing the back of his neck. An awkward silence spilled between us for a moment.

"Okay." I said finally. Embarrassment be damned. "Be careful."

He smirked and swooped down to kiss me, a brief touch of lips. "Always."

Terry left. I sat on my bed for a long moment, then slowly licked my lips. I could still taste his mouth, feel the ghost of his chest pressed against mine, and I didn't feel guilty or ashamed. Ye gods.

I buried my face in the pillow and fell asleep with a smile on my face.

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REVIEW. I need love. :O


	4. Falling Deeper

**On the Catwalk AGAIN!**

Chapter 4

A/N: Yes, it's been a while. I hate senior year. It's too damn stressful. But enough of my pity fiesta. I started writing this chapter fresh without looking at the old version because Chapter 4 of the old _On the Catwalk_ was positively atrocious. I redid it completely but still left a hint of the original. I hope you enjoy it. Sorry for the long absence.

Please enjoy this next chapter and don't forget to let me know what you think.

Kyoko

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"Hello?"

"Hi, Mrs. McGinnis. How are you?"

"I'm fine, Max. I suppose you want to talk to Terry?"

"Yes, please."

"Well, make it brief. He's grounded for that little _incident_ yesterday." I winced, hearing the motherly venom in her voice. I couldn't help but feel guilty for the whole ordeal because it was my fault for not telling him about Dana. There was movement in the background and then Terry's tired voice came on the phone.

"Hello?"

"Hey, Ter."

He paused slightly, an intake of breath, and the rest came out in a sigh. "Hey, Max."

I lifted an eyebrow, pulling a pillow onto my lap and lying back on the couch. "What's wrong with you?"

"My Mom's gone nuts. She made me move all of old Miss Johnson's storage stuff. Miss Johnson used to be a fashion designer."

I winced again. "Ouch. I guess she's pretty pissed about what happened. Sorry. At least you only got three days OSS."

"Lucky me. I can only go to work and other than that, I can't leave the apartment. Yet another reason why I need to move out."

I sighed, running a hand through my hair and settling it on my stomach. "What about going to Pete's? You know we have more posing to do today."

He let out a frustrated growl. "Oh man, I forgot. Think she'll let me out?"

A small smile touched my lips. "If she knows you hate it, then yes."

He chuckled and the sound made goosebumps slide down my back. I closed my eyes and squeezed the pillow. Focus, Max. We hadn't even got around to **that** subject.

"While we're on the subject, d'you think she'll let you come over to get today's notes?"

Silence. I smacked myself in the forehead. Max, what have you done? God only knows what he thinks that means.

"Max…I don't think that's a very good idea." His voice was low and careful with a touch of uneasiness. I hadn't heard him sound like that in a while.

"I know, I know. It's just…" I sighed again, closing my eyes. "I didn't mean for it to come out like that. After last night…"

"Max, relax. I don't regret anything that happened last night." Something tight in my chest relaxed.

"But I think we should talk about…_that_…in person. I'll meet you at the University at six. I'll call if Ma won't let me out."

I nodded, replying with a soft "Okay", and hanging up the phone. So far, so good.

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An hour and a half later, I stood by the front entrance of the University building, drumming my fingers on the spiral notebook in my hands. Nervous, who me?

I shook my head at myself. The Mighty and Powerful Maxine Gibson: nervous about meeting her best friend after confessing that she had a crush on him. What was the world coming to? I truly was a nerd. Maybe I was just making a big deal out of this.

I jumped as I heard a car door shut. The line of shrubs along the side of the stairs blocked my view from seeing if it was Terry or not. Sure, I could keep from hyperventilating but nothing could stop my heart rate from doubling.

Terry came around the corner and jogged up the steps toward me, effectively causing my breathing to hitch up despite my initial intentions. Calm down, Max. You can do this, girl. You can.

"Hey," He said once he was in earshot, smiling lightly at me. My shoulders relaxed. Good. He sounded normal. Which means he hadn't been over-thinking things. Men never do.

I cleared my throat, straightening my back and opening the glass door for us both. "Hey. You're late, as usual."

He grinned, coming up to my side as we started up the stairs to get to Pete's room. Sorry, I had to work on my _grandeur_ entrance." That made me smile. Yeah, I could do this.

"Sounds like _someone's_ getting used to the idea of being a male model." I teased, lifting an eyebrow. He shrugged.

"Hey, I need practice for when Wayne bestows his inheritance on me."

I snorted, turning the corner after we'd reached the landing. The classroom was just ahead.

"That's optimistic. What makes you think you're in his will? Hell, does he even **have** one?"

"I figure he does. Besides, I'm the closest thing to a successor that he's got. He won't admit it, but he likes me. Everyone does." That last comment was aimed at me and I could see his grin widening, blue eyes twinkling with amusement. I rolled my eyes and opened the door to Pete's classroom.

To my surprise, the seats were empty and instead there were four people sitting in chairs. From the left, there was a rather plump black woman, a brunette woman, a bearded man, and blonde woman. All of them were dressed immaculately in designer suits and had notepads and a pen poised. Terry and I trooped inside and up to Mr. Pete's desk. Mr. Pete was dressed relatively normal today: a navy blue Italian suit with a light blue tie that had little doves all over it. I raised an eyebrow at the newcomers.

"What's up, Mr. Pete?"

"These are my associates from the modeling agency." He explained, gesturing a hand at them in turn from right to left.

"Mrs. Tiffany Welling, Mr. Timothy Malcolm, Ms. Elise Campbell, and Mrs. Lashaundra Banks."

Terry and I nodded to them and they did in return. Pete turned back to us, another one of his blindingly white smiles going. "And these lovely, talented people will be evaluating you for tomorrow's activities."

Terry raised an eyebrow. "And those are…?"

"That's when your training starts. I told you in the beginning you will be on the runway for the agency's debut. We only have until Saturday to get you two ready!"

"So why do we need evaluations if we're already gonna be in the show?" I asked.

"Because if you are, for lack of a better word, _untrainable_ then we'll have you dropped from the program and just do a paper for a grade. We still have a business to represent, Miss Gibson." His blue eyes were serious now, the smile fading his mouth into a straight line, and it startled me. He was actually serious about this modeling stuff. But in a flash, the smile was back and he clapped his hands together, whirling to face his desk. He handed each of us a black spiral notebook.

"You have ten minutes to familiarize yourself with modeling concepts and then you will be strutting your stuff for these wonderful people."

"_Ten_ minutes?!" Terry exclaimed in disbelief. Pete pinched his cheek, his voice teasing.

"You're so cute when you're in shock." Terry's face flushed pink. I bit my bottom lip to avoid giggling and went passed the seated model agents to a seat in the front row. Terry followed me and took a seat to my left, looking disgruntled. I patted his arm reassuringly.

"Calm down, Ter. We've crammed before. Besides, it's **modeling**. It can't be _that_ hard."

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"Straighten your back!"

"Lift your chin!"

"Shoulders back!"

"Your leg should **not** be looking like that when you pause on the runway!"

A twitch began to throb on my forehead as I contorted my body in the way these people told me to, muscles straining and burning as if I had just run a marathon. God, why did I have to open my stupid mouth? There was no reason on Earth that a woman should subject herself to this kind of torture. All four of the "wonderful" agents seemed to have gotten it into their heads that I was some futuristic form of Gumby and that I could bend in any way, shape, or form all while balancing a dictionary on my head.

Speaking of which, the incredibly thick green Webster's chose this moment to obey the laws of gravity and come tumbling down off the crown of my head right on my foot. I ground my teeth to keep from screaming and bent to pick it.

Mrs. Welling, the blonde, sighed in annoyance, throwing down her pad and pen and standing to her feet.

"Oh, for heaven's sake, Pete! Where did you get this girl? Clumsy 'R Us? She hasn't an ounce of grace about her!"

A sour scowl formed on my lips before I could stop it. "Excuse me for not being Miss America."

Ms. Welling waved a hand dismissively at me, snatching the book out of my hands. "You're excused. How long have you been like this? It's not hard to have good posture, Miss Gibson."

She set the book on top of her perfect blond hair and walked in a straight line, hips sashaying, the curves of her body following the pattern of her walk. I watched her legs intently. Wasn't that what I had just done?

"This is it, right here, darling. Shoulders back, head held high, hips swinging. Is it really that hard?"

I frowned, crossing my arms under my breasts. "Look, Miss Perfect, you try walking like a model when you've been carrying textbooks on your back for 13 years and counting."

A sneer curled on her red lips. "If you had even an ounce of **estrogen**, you'd know that has nothing to do with—"

"Lay off her, Tiffany." Ms. Campbell snapped suddenly with an annoyed look. Mrs. Welling frowned coldly at her as if she were unused to being silenced. That much was probably true.

"She's obviously more concentrated on academics rather than aesthetics. I was like that when I was her age." My shoulders relaxed a bit. Finally. _Someone_ understood.

The brunette woman stood and moved to my back, placing a hand in the small of my spine and pushing. I straightened up as much as I could, a bit surprised, and lifted my chin as she placed the dictionary on my head. She took a step back, shooing Ms. Welling out of the way.

"Walk for me, dear."

I thought of how Ms. Welling looked when she was walking and started forward, pausing as the book wobbled on top of my head. I heard the blonde woman snort and ignored it, walking until I reached the line of tape Pete had put down as the beginning of the imaginary runway. I turned, hands flying up as the dictionary began to slide off my hair. I needed a new hairstyle for this sort of thing.

"You concentrate too much on keeping the book up there," said the black woman, Mrs. Banks, I think it was. Her brown eyes were fixed on me, scanning my body critically.

The bearded man nodded in agreement. "It's not your posture that needs work: you are unconscious of your body movements."

I dropped my hands, a bit crestfallen. "To be honest, I've never been in the opportunity where I've ever needed to be aware of them."

"That much is apparent," Ms. Campbell smiled. "But it can be helped. Have you ever had a crush on someone before?"

I felt my face flush and fought not to let my eyes wander to Terry, who was still in his seat, watching and waiting for his turn.

"What does that have to do with anything?" I asked nervously. Mrs. Welling rolled her eyes.

"The art of seduction, darling. Something you obviously were born without."

I contemplated throwing the dictionary right at her forehead but decided against it. This was for a grade, after all. "What? Like how you were born without human sympathy?"

Shock appeared on Mrs. Banks' and Mr. Malcolm's faces while Ms. Campbell coughed into her hand to hide a smile. Ms. Welling's scowl deepened and Pete jumped in, patting the blonde's shoulder gently.

"Now, now, Maxine. That was unnecessary. Mrs. Welling was one of the world's top models not too long ago. She's a tough girl, but she has only good intentions."

Distantly, I could hear Terry snort. My lip twitched, but I hid the smile though I secretly agreed with him.

"Anyway, back to the point," Ms. Campbell interrupted. "Have you ever had a crush on someone?"

I cleared my throat, crossing my arms and not meeting her eyes. "Yes."

"Okay, I want you to imagine that this person is in this room, standing right where I am."

I flinched, my face slowly growing in heat. "Okay?" I answered uneasily.

"You're wearing the most beautiful dress you have ever seen. It's long and black, elegant, yet soft as silk against your skin. Everyone in the room knows you look drop-dead gorgeous in it. You have the most expensive diamonds of anyone and your crush waves you over. This is your only chance to get him to notice you. Show me your walk."

I took a deep breath and closed my eyes. I imagined a ballroom and at the bottom of the steps in front of me is Terry in his tuxedo, looking handsome and adorable all at the same time. He smiled at me, that one smile that makes my insides turn into melted butter every time I see it, and held his hand out for me. I threw my head back and began towards him, knowing how every inch of my body looks to him. My hips swayed on their own, stretching the fabric of the black dress flat against my sides. My hands were limp at my sides and I could feel each tremor that ran up my back with every step I took. When I reached him, his eyes were wide with surprise and his mouth fell open slightly. I knocked him dead and it felt wonderful.

The sound of applause snapped me out of my little fantasy and I realized that I was back in the circle with the model agents and all of them except for Ms. Welling were clapping. Ms. Campbell smiled at me, patting my shoulder.

"You nailed it perfectly. All you needed was a little inspiration."

I ducked my head down sheepishly, which made the book slide off, and caught it before it hit the ground. I had never really gotten compliments like this before. It was embarrassing.

The four agents tore off the papers they'd written on and handed them to Pete, who took them up one by one with a beaming smile on his lips. If I didn't know any better, I'd say he was proud of me. Go figure.

"Excellent job, Maxine. I have never been more impressed in my entire career." Pete said, looping one arm around my shoulder and giving me a half-hug. I blushed, risking a glance at Terry. He shook his head at me and smirked as if I'd impressed him. It seemed to be a theme of the day.

"Alright, Mr. McGinnis! Front and center!" Mr. Pete ordered, a wicked gleam in his eyes. I headed back to my seat, brushing by Terry who whispered, "Nice job" in my ear as he passed, and sat in my chair, glad to be able to have time to breathe. Terry learning how to walk like a model? **This** should be entertaining…

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"That was **not** funny."

"Yes it was!"

"Was not."

I craned my neck at Terry, who was sprawled on his stomach across my bed, careful not to cause the book on my head to fall. Our homework was to practice our walk for tomorrow.

"Please. It wouldn't be half as funny if you hadn't imagined it," I teased. Terry's face flushed pink.

"I didn't _imagine_ anything! Pete groped me, Max! I don't remember my back being all the way _down there_." Terry insisted darkly. I chuckled, taking the book off my head and tossing it to him. He caught it on impulse.

"You're being paranoid. The guy is probably a millionaire: what would he want with some skinny high school homophobe?"

"He probably wants to convert me to the Dark Side," he grumbled, standing and taking my place while I sat on the bed. "Or would that be the Pink Side?"

I shook my head, still grinning. "Whatever, McGinnis. Let's see what you learned post butt-groping."

He glared at me and placed the book on his head, holding his arms straight out to keep his balance and took a few steps. And I could stare at his butt all I wanted without him noticing. Nice.

"How am I doing?" he asked, trying to look back at me while not causing the book to topple over. I tilted my head, waggling my hand in the "kinda" motion.

"Not bad."

He turned suddenly, catching the book as it fell, and my eyes were still fixed on his lower region. Whoa, girl. Pay attention.

"Max? Max, I'm up here." He pointed to his face. I looked up, blushing and glad he couldn't see it. He grinned at me, knowing to some degree what I had been thinking. I stood and snatched the book from his hands, rolling my eyes.

"Don't flatter yourself."

"I don't need to. I have you."

I smacked him in the back and put the book back on his head, hiding behind him so he couldn't see that I was embarrassed.

"Stop looking down and look forward. You're a guy, so you don't have to focus on your hips or anything. The agents said your strongest facial expressions were sadness and seduction so either pout or look like you're about to nail Lindsay Lohan."

He chuckled and went to the other side of the room away from me, then turned and came towards me. His face arranged itself into the latter of my suggestions and I felt my heart speed up on its own. Man, that was a stupid thing to say. He could melt all the ice in Antarctica with that look. I wasn't even sure if his walk was right because I'd been too focused on his face and the look in his eyes.

Terry stopped a couple inches from in front of me, a smirk tugging at the edge of his very full and tempting lips.

"Did I do it right?"

Breathe, Max, breathe. He just asked you a question. Say something. Anything. Well, not _anything _because then you might accidentally blurt out that you want to pin him against the far wall and suck his face off.

"That…that was great. You did it perfectly." My voice sounded very distant. I cursed myself inside my head and hoped to God that he would back the hell up or at least have the decency to molest me.

"Are you gonna show me yours?"

My IQ dropped about 150 points. "My what?"

"Your walk."

I nodded dumbly, unable to take my eyes off those lips. "Uh-huh. Right after I do something."

He lifted an eyebrow. "Do what?"

"Make out with you." Without another word, I grabbed a fistful of his t-shirt and pulled him down to my mouth. The kiss was fiery, burning hot and it didn't take him long to get with the program. Part of me was yelling for me to stop being a stupid, hormone-ridden slut but it sort of died when Terry pushed me into the door, trapping my body against his. To hell with it.

I tugged his shirt out of his jeans and ran my hands up his abs, feeling him flinch under my fingertips because they were probably cold. His skin was warm, almost hot, and his chest rippled with muscles. He _had_ bulked up from being Batman. I approved.

Meanwhile, his hands were busy massaging my waist, lifting the t-shirt one inch at a time. I made a sound against his lips as shivers ran up my back from his touch. He broke from my mouth and pressed a kiss to the side of my jaw, working his way down my neck. I squirmed, giggling because it tickled, and let my hands run through his hair. It was soft and fine and made me wonder why I hadn't done this sooner.

A ringing sound came from my nightstand. Terry's cell phone. We both groaned at the same time. Our luck was unbelievable.

"Oh God, tell me you're not going to answer that." I mumbled, suddenly aware that my voice was low and husky. He sighed into my neck, lifting his face up to mine and kissing me slowly without any tongue. I liked it just as much.

"Would it be wrong not to?" he murmured against my lips.

"No."

He pulled away with another sigh and grabbed the phone, grumbling an answer into it. I wriggled my shirt back down over my stomach and leaned against the door with my arms crossed, trying to catch my breath. Great job, Max. This is the second time you've made out with your best friend. Have you no restraint?

Terry hung up the phone and stuffed it in his jean pocket, rising to his feet with a heavy look of regret.

"I have to go."

I smiled sadly up at him. "I know. I'm used to it now."

He smirked faintly and it managed to be bitter. I knew that feeling. "I promise to be back some time tonight so we can finish "practicing" for tomorrow." I felt my face grow hot. Sure, blush _after_ you make out with him. I watched him come towards me and closed my eyes, lest I jump him again.

"Then maybe you shouldn't come back at all. We don't want to be "practicing" all night."

He chuckled and I felt the air in front of my face stir. I opened my eyes. He was leaning his arms against the door, trapping me against it again. He brushed a quick kiss across my mouth, still smiling.

"Maybe not. Bye, Max."

I stepped away from the door and watched him go, trying vainly not to smile because some part of me knew this was incredibly irresponsible.

"Bye, Ter."

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A/N: There. All the Ter/Max you guys can handle! Also: if you want to see an AMV I made starring the two of them, go to my Profile page and click on the link. I hope you liked this chapter. I only hope the next one will come to me more easily…

You know what else is easy? REVIEWING. :D So drop me a line and let me know what you think.

Kyoko


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